UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-K/A


Amendment
No. 2


(Mark
One)


þ
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the fiscal year ended December 31, 2008


OR





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the Transition Period from                    
to





Commission
File No.  333-124829





ZOO
ENTERTAINMENT, INC.


(Exact
name of registrant as specified in its charter)





DELAWARE
            
            71-1033391(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)


3805
Edwards Road, Suite 400


Cincinnati,
Ohio  45209


(Address
of principal executive office)





Registrant’s
telephone number, including area code (513)
824-8297





Securities
registered pursuant to Section 12(b) of the Act: NONE





Securities
registered pursuant to Section 12(g) of the Act:


Common
Stock, Par Value $0.001


(Title of
class)





Indicate
by check mark if the registrant is a well known seasoned issuer, as defined in
Rule 405 of the Securities Act.   Yes oNo þ


Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes oNo þ


Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and, (2) has been subject to
such filing requirements for the past 90 days. Yes þNo o


Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any, every interactive data file required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes oNo o


Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein and, will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. o


Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large
      accelerated filer o
            
            Accelerated
      filer o
            
            Non-accelerated
      filer   o
              (Do not check if a smaller reporting company)
            Smaller
      reporting company þ


Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes oNo þ





The
aggregate market value of the registrant's voting and non-voting common stock
held by non-affiliates of the registrant (without admitting that any person
whose shares are not included in such calculation is an affiliate) computed by
reference to the price at which the common stock was last sold on the OTC
Bulletin Board on June 30, 2008, the last business day of the registrant's most
recently completed second fiscal quarter was $502,000.








As of
April 10, 2009, the registrant had 38,243,937 shares of common stock
outstanding.








EXPLANATORY
NOTE




This
amendment on Form 10-K/A (this “Amendment”) amends the Annual
Report on Form 10-K (the “2008
Annual Report”) for the  fiscal  year
ended December 31, 2008 for Zoo Entertainment, Inc. (the “Company”), which was
filed with the Securities and Exchange Commission (the “Commission”) on April 15, 2009
and subsequently amended on April 30, 2009.  This Amendment is being
filed to include revised disclosures under “Item 9A(T) – Controls and
Procedures”. The Company is also filing as exhibits to this Amendment the
certifications required under Section 302 of the Sarbanes-Oxley Act of 2002
(“Sarbanes-Oxley”).  Because
no financial statements are contained within this Amendment, the Company is not
including certifications pursuant to Section 906 of Sarbanes-Oxley.





This
Amendment is not intended to update any other information presented in the 2008
Annual Report and Amendment except with respect “Item 9A(T) – Controls and
Procedures” and “Item 15 - Exhibits”.   Accordingly, this Amendment
should be read in conjunction with the 2008 Annual Report and the Company’s
other filings made with the Commission.





Item
9A(T). Controls and Procedures.





Disclosure
controls and procedures.





Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of our disclosure controls
and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of
the end of the period covered by this report.  In designing and
evaluating our disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control
objectives.  No system of controls can prevent errors and fraud. A
control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the control system’s objectives will be
met. Further, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within our company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can
occur.  Controls can also be circumvented by individual acts of some
people, by collusion of two or more people, or by management override of the
controls. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes
in conditions or deterioration in the degree of compliance with its policies or
procedures. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected. Based
on the evaluation of the effectiveness of our disclosure controls and
procedures, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) were not effective at a reasonable assurance
level.  Our management has determined that we have a material weakness
in our internal control over financial reporting related to not having a
sufficient number of personnel with the appropriate level of experience and
technical expertise to appropriately resolve non-routine and complex accounting
matters or to evaluate the impact of new and existing accounting pronouncements
on our consolidated financial statements while completing the financial
statements close process.





Changes
in controls and procedures.





There
were no changes in our internal control over financial reporting identified in
connection with the evaluation of such internal control that occurred during the
fourth quarter of our last fiscal that year materially affected, or that are
reasonably likely to materially affect, our internal control over financial
reporting.








Management’s
Annual Report on Internal Control Over Financial Reporting.


Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles, or GAAP. Our internal
control over financial reporting includes those policies and procedures
that:





• pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect transactions involving our assets;





• provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that our
receipts and expenditures are being made only in accordance with the
authorization of our management; and





• provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of our internal control over financial reporting as
of December 31, 2008.  In making this assessment, management used the
framework set forth in the report entitled Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission,
or COSO. The COSO framework summarizes each of the components of a company’s
internal control system, including (i) the control environment, (ii) risk
assessment, (iii) control activities, (iv) information and communication, and
(v) monitoring.





Our
management has determined that we have a material weakness in our internal
control over financial reporting related to not having a sufficient number of
personnel with the appropriate level of experience and technical expertise to
appropriately resolve non-routine and complex accounting matters or to evaluate
the impact of new and existing accounting pronouncements on our consolidated
financial statements while completing the financial statements close
process.





Based on
this evaluation, management determined that our system of internal control over
financial reporting was not effective as of December 31, 2008.  Until
this deficiency in our internal control over financial reporting is remediated,
there is a reasonable possibility that a material misstatement to our annual or
interim consolidated financial statements could occur and not be prevented or
detected by our internal controls in a timely manner.  Due to resource
constraints in 2008, both monetary and time, we were not able to appropriately
address this matter in 2008. We are committed to addressing this and we will
reassess our accounting and finance staffing levels to determine and seek the
appropriate accounting resources to be added to our staff to handle the existing
workload.





This
report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit the Company
to provide only a management’s report in this report.





Item
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





The exhibits which are filed with this report are set forth
in the exhibit index hereto.





Exhibit
              Number
            
            
            Description______________
            
            
            _____________31.1
            
            
            Certification
      of Mark Seremet, Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
            
            
            Certification
      of David Fremed, Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.








SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




ZOO
      ENTERTAINMENT, INC.Date:
      May 20, 2010
            By:
            /s/
      David FremedDavid
      Fremed, Chief Financial Officer




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities indicated below and on the dates indicated.




Signatures
            
            Title
            
            DateBy:
            /s/
      Mark Seremet
            
            Chief
      Executive OfficerMark
      Seremet
            
            (principal
      executive
            
            May
      20, 2010officer)
      and DirectorBy:
            /s/
      David Fremed
            
            Chief
      Financial Officer
            
            May
      20, 2010David
      Fremed
            
            (principal
      financialofficer,
      principal accounting officer)By:
            /s/
      Jay A. Wolf
            
            Director
            
            May
      20, 2010Jay
      A. WolfBy:
            /s/
      David Smith
            
            Director
            
            May
      20, 2010David
      SmithBy:
            /s/
      Barry Regenstein
            
            Director
            
            May
      20, 2010Barry
      RegensteinBy:
            /s/
      John Bendheim
            
            Director
            
            May
      20, 2010John
      BendheimBy:
            /s/
      Drew Larner
            
            Director
            
            May
      20, 2010Drew
      LarnerBy:
            /s/
      Moritz Seidel
            
            Director
            
            May
      20, 2010Moritz
      Seidel